1. This Form 4 is being filed to report the exercise of stock options that became 100% exercisable on January 31, 2003 and expire on June 12, 2011, and to report the surrender of securities in payment of the exercise price and taxes.

2. The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.820 to $34.822, inclusive. The reporting person undertakes to provide to Kraft Foods Inc., any security holder of Kraft Foods Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

/s/ Carol J. Ward, By Power of Attorney

05/20/2011

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).